Rule 28 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
When a company moves its registered office within the same State but into the area of a different Registrar of Companies, rule 28 requires an application to the Regional Director in Form INC-23, with a list of documents. The Regional Director decides without a hearing within fifteen days of a complete application, and the company then files the order in Form INC-28 with the Registrar within thirty days.
This article is as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024; later notifications substitute forms only). Later amendments should be checked. To shift an office, see our change of registered office service.
The company applies to the Regional Director in Form INC-23, with a Board resolution, a special resolution of the members, a declaration on workmen's dues and creditors' consent, a declaration not to seek a change in the jurisdiction of the Court where prosecution cases are pending, and an acknowledged intimation to the Chief Secretary. The Regional Director decides within fifteen days of a complete application. The company files the order in Form INC-28 within thirty days of receiving the certified copy.
Rule 28(1): the application and its documents
An application seeking confirmation from the Regional Director for shifting the registered office within the same State from the jurisdiction of one Registrar of Companies to the jurisdiction of another shall be filed by the company with the Regional Director in Form No. INC.23, along with the fee and the following details and documents:
| Clause | Document |
|---|---|
| (a) | Board Resolution for shifting of the registered office |
| (b) | Special Resolution of the members approving the shifting |
| (c) | A declaration by the Key Managerial Personnel or any two directors authorised by the Board that the company has not defaulted in payment of dues to its workmen and has either the consent of its creditors for the proposed shifting or has made necessary provision for payment of the dues |
| (d) | A declaration not to seek a change in the jurisdiction of the Court where cases for prosecution are pending |
| (e) | An acknowledged copy of intimation to the Chief Secretary of the State of the proposed shifting, and that the employees' interest is not adversely affected consequent to the proposed shifting |
Sub-rule (1) was substituted by the Second Amendment Rules, 2017 of 27 July 2017, and the words "following details and documents" were substituted by the Amendment Rules, 2023 of 19 January 2023. The rule prints no fee amount; see our Rule 12 fee article.
The Board and special resolutions are the company's own steps; our section 13 guide covers the Act's alteration of the memorandum, and the section 12 guide covers the registered office.
Rule 28(2): the Regional Director's decision
The Regional Director shall examine the application. The application may be put up for orders without hearing, and the order either approving or rejecting it shall be passed within fifteen days of the receipt of the application complete in all respects. Sub-rule (2) was inserted by the Eighth Amendment Rules, 2019 of 16 October 2019. The "complete in all respects" test matters: the fifteen days run from a complete application, so a missing declaration or document means the period has not begun.
Rule 28(3): filing the order
The certified copy of the order of the Regional Director approving the alteration of the memorandum for the transfer of the registered office within the same State shall be filed in Form No. INC-28, along with the fee, with the Registrar of the State within thirty days from the date of receipt of the certified copy of the order. The rule counts from receipt of the certified copy and prints no calendar date.
Older wording in the notes
The e-book's notes carry an earlier text of rule 28 with a different set of steps. That is the old wording, replaced by the current rule above, and it should not be followed.
The timeline
| Step | Who | Period as printed |
|---|---|---|
| Board and special resolution | Company | Not stated in the rule |
| INC-23 with documents | Company to the Regional Director | Not stated in the rule |
| Order | Regional Director | Within fifteen days of the application complete in all respects |
| INC-28 with the certified copy of the order | Company to the Registrar of the State | Within thirty days from receipt of the certified copy |
Example: Sharma Textiles Private Limited moves its registered office from a district served by one Registrar to another district in the same State. The Board and members pass resolutions; two authorised directors sign the declaration on workmen's dues and creditors' consent; the company gives the Chief Secretary an intimation and keeps the acknowledgement. INC-23 goes to the Regional Director with all five items. Once the order is received, the certified copy is filed in INC-28 within thirty days.
How rule 28 differs from other registered office rules
| Situation | Rule | Form |
|---|---|---|
| Verify the registered office | 25 | INC-22 |
| Change in the situation of the office (no change of Registrar's jurisdiction) | 27 | INC-22 |
| Shift within the same State, from one Registrar's jurisdiction to another | 28 | INC-23 (Regional Director), then INC-28 |
| Shift from one State or Union territory to another | 30 | INC-23 (Central Government), then INC-28 under rule 31 |
For a shift inside the same city or area under one Registrar, see our post on shifting a registered office within the same city with INC-22 and on how to file INC-23. For inter-State shifts, our article on rule 30 goes through the process. See also our article on rules 25 and 27.
Need help shifting your registered office?
A rule 28 application fails on small gaps: a missing declaration, an unacknowledged intimation, a late INC-28. TaxClue can prepare the resolutions, declarations and INC-23, and follow the filing through; see our change of registered office page.
Key takeaways
- Rule 28 covers a shift within the same State between different Registrars' jurisdictions.
- INC-23 goes to the Regional Director with five items, including declarations and the Chief Secretary intimation.
- The Regional Director may pass the order without hearing within fifteen days of a complete application.
- The certified copy of the order is filed in INC-28 within thirty days of receipt.
- The older wording in the e-book notes is not the rule today.
Read next
- Rule 30: shifting the registered office from one State to another
- Rules 25 and 27: verification of the registered office and INC-22
- How to file Form INC-23 for shifting a registered office
- Section 12 of the Companies Act, 2013: registered office
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.